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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): April 11, 2000
VISION TWENTY-ONE, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-22977 59-3384581
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
7360 BRYAN DAIRY ROAD
LARGO, FLORIDA 33777
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 727-545-4300
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ITEM 5. OTHER EVENTS.
On April 11, 2000 Vision Twenty-One, Inc. (the "Company"), issued a
press release commenting on the action seeking to enjoin the proposed
transaction between the Company and OptiCare Health Systems, Inc. filed on April
11, 2000 by Block Buying Group LLC (the "Block Group"), an entity owned by
Michael Block, the former president of the Company's Block Vision, Inc.
subsidiary. A copy of the press release is filed herewith as Exhibit 99.1 and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
See Exhibit Index attached hereto.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in the press release filed with this Form 8-K and
oral statements by directors or officers of the Company that are not based on
historical fact constitute "forward-looking statements" within the meaning of
the Securities Act of 1933 and Securities Exchange Act of 1934. The terms
"Vision Twenty-One," "company," "we," "our" and "us" refer to Vision Twenty-One,
Inc. The words "expect," "believe," "goal," "plan," "intend," "estimate," and
similar expressions and variations thereof are intended to specifically identify
forward-looking statements. Those statements appear in the press release, and
include statements regarding the intent, belief or current expectations of the
company, its directors or its officers with respect to, among other things; the
consummation of the proposed merger transaction contemplated between the Company
and OptiCare Health Systems, Inc. ("OptiCare"). You are cautioned that any such
forward looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward looking statements as a result of various
factors. The factors that might cause such differences include, among others,
the following: (i) the inability of the proposed transaction to ultimately
close; (ii) the inability of the conditions to the closing of the transaction to
be satisfied or waived (including the resolution, to OptiCare's satisfaction of
the issues surrounding the Block Group or OptiCare's waiver of such condition),
including but not limited to obtaining the required consents and approvals of
the shareholders of both companies; (iii) our inability to sell certain business
units of the company; (iv) our inability to obtain cash from our credit facility
and business divestitures to fund our ongoing operations; (v) the loss of or
changes in key personnel, management or directors; (vi) our inability to close
on agreements to unwind our practice management agreements; (vii) any unexpected
increases in or additional charges related to the unwinding of our managed
practices; (viii) the inability to maintain our managed care business; (ix) any
adverse change in our managed care business; (x) changes in state and/or federal
governmental regulations which could materially affect our ability to operate or
materially affect our ability to consummate the proposed transaction with
OptiCare; (xi) any adverse governmental or regulatory changes or actions,
including any healthcare regulations and related enforcement actions; (xii) the
inability to maintain or obtain required licensure in the states in which we
operate; (xiii) our stock price and OptiCare's stock price; (xiv) additional
litigation claims that may arise; and (xv) other factors including those
identified in our filings from time-to-time with the SEC. The Company undertakes
no obligation to publicly update or revise forward looking statements to reflect
events or circumstances after the date of the press release and this Form 8-K or
to reflect the occurrence of unanticipated events.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
VISION TWENTY-ONE, INC.
By: /s/ Theodore Gillette
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Theodore Gillette
Its: Chief Executive Officer
Dated: April 12, 2000
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
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<S> <C>
99.1 Press Release dated April 11, 2000 commenting on the action seeking
to enjoin the proposed transaction between the Company and OptiCare
Health Systems, Inc. ("OptiCare") filed on April 11, 2000 by Block
Buying Group LLC (the "Block Group"), an entity owned by Michael
Block, the former president of the Company's Block Vision, Inc.
subsidiary.
</TABLE>
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Exhibit 99.1
FOR IMMEDIATE RELEASE
VISION TWENTY-ONE, INC.
CORPORATE OFFICE
7360 BRYAN DAIRY ROAD, SUITE 200
LARGO, FL 33777-1506
TEL. 727.545.4300
FAX 727.545.4419
WWW.VISION21.COM
VISION TWENTY-ONE COMMENTS ON BLOCK CLAIM
LARGO, FL - APRIL 11, 2000 - VISION TWENTY-ONE, INC. (NASDAQ: EYES), commented
on the action seeking to enjoin the proposed transaction between the Company
and OptiCare Health Systems, Inc. ("OptiCare") filed today by Block Buying
Group LLC (the "Block Group"), an entity owned by Michael Block, the former
president of the Company's Block Vision, Inc. subsidiary.
Vision Twenty-One stated that it has substantial defenses to Block's claims and
it is in the process of preparing a motion to dismiss the action. The
consummation of the proposed transaction between Vision Twenty-One and OptiCare
is subject to certain conditions, including resolution of the above action to
OptiCare's satisfaction. Vision Twenty-One still anticipates that the merger
with OptiCare will close during the third quarter of this year.
OptiCare (AMEX: OPT) is a leading integrated eye care services company
providing laser vision correction, managed care and business services to eye
care professionals. OptiCare has been in the buying group business for several
years and currently operates the fourth largest buying group program in the
United States.
Vision Twenty-One, Inc. is a vision care company focused on the development of
refractive eye laser and surgery centers and managed eye care. The Company is
headquartered in Largo, Florida.
CONTACTS:
Bruce Maller Theodore Gillette
Chairman Chief Executive Officer
Vision Twenty-One, Inc. Vision Twenty-One, Inc.
727-545-4300 Ext. 2112 727-545-4300 Ext. 2103
